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The Making of 'J. Edgar'

Six hours a day of makeup. A $35 million budget. A movie star who took one-tenth of his Usual fee. director Clint Eastwood takes THR inside the complicated production about the polarizing, possibly cross-dressing FBI founder.

Well into production of J. Edgar, Clint Eastwood's new biopic, the old Eastwood -- the veteran of Dirty Harry and Magnum Force and A Fistful of Dollars -- suddenly sprang into action.

To teach his stars Leonardo DiCaprio and Armie Hammer (as J. Edgar Hoover and his longtime partner, Clyde Tolson) how to perform a scene in which they get into an all-out brawl, the 81-year-old director decided to show them himself.

"Clint was there with one of his stunt-guy friends, Buddy Van Horn, and they put on an impromptu fight scene for us," Hammer marvels. "There's Buddy standing in the middle of the room and Clint says, 'I think it should be something like this' -- and he explodes into Clint Eastwood the fighter and they start smacking each other around and rolling on the floor. And then Clint just gets up and says, 'OK, something like that.' "

The fight didn't just reveal what great shape Eastwood is in (he frequently worked out with weights during the shoot and regularly plays golf); it also showed his commitment to this story about the bulldog-like Hoover, who ran the FBI and the government arm that preceded it from 1924 until his death in 1972 -- a period in which he worked with eight presidents and may have kept secret files on everyone from Eleanor Roosevelt to John F. Kennedy. He also maintained tabs on Hollywood: keeping a 2-inch-thick file on gossip columnist Hedda Hopper while supplying her with tidbits; spying on Marilyn Monroe's meetings with Robert F. Kennedy; and even vetting James Stewart before he starred in The FBI Story.

Such shocking information doesn't even touch on allegations that he was gay (most likely), a racist (definitely) and a cross-dresser (quite possibly).

"All along the way, people accused him of being a cross-dresser," Eastwood notes. "But nobody knows how accurate it was. Evidently the woman who accused him of that, her husband had been sent to the slammer by Hoover. So you don't know how much was vengeance."

Eastwood himself believes "there is a certain amount of truth" to all the allegations, but wanted to retain some ambiguity, and that meant casting the right actor to pull it off. DiCaprio dropped his fee from $20 million to around $2 million for this project, sources say.

"He could have made a lot of money just doing spectacle movies with all kinds of CGI," says the filmmaker of his first-time collaborator, who at 36 is 45 years his junior. "But he wants to vary his career, like I've always looked to vary mine as a director."

The role has placed DiCaprio, who ages from 24 to 77 years old in the movie, squarely in the middle of this year's Oscar race -- a contest that's frequently bypassed him. He has been nominated three times -- for 1993's What's Eating Gilbert Grape, 2005's The Aviator and 2006's Blood Diamond -- but never won. Eastwood himself has been nominated on 10 occasions and won four statuettes. If he wins again, it will be thanks to a man he's not even sure he likes.

"He was a very political animal," he says. Asked if he's sympathetic to Hoover, he adds: "I don't know. I'm sure I wouldn't have agreed with a lot of his philosophies."

Hoover -- whose techniques included wire-tapping, paying informants and possibly working with the mob -- long has been an object of fascination for Hollywood, which glorified him in its ABC TV series The FBI (1965-74) and has told his story in movies such as 1977's The Private Files of J. Edgar Hoover with Broderick Crawford and 1987's J. Edgar Hoover with Treat Williams.

Born in 1895, he created the FBI as we know it, joining the organization in 1924 when it was still called the Bureau of Investigation and he was under 30 years old. (Remaining there for the rest of his life, he died of a heart attack in 1972.) In many ways he was brilliant, disciplining his staff and using modern techniques to shape arguably the best law enforcement group in the world. But over time, he changed, turning virulently anti-communist and keeping invasive files on friends and enemies alike.

All this was grist for the mill as far as DiCaprio was concerned.

"He's always been somebody I never could quite put my finger on," he notes, calling him "one of the most incredibly ambitious human beings I've ever heard of. The more I researched him, the more intrigued I became."

The movie began not with DiCaprio, or even with Eastwood and Warner Bros. -- the studio that releases it on Nov. 9 after J. Edgar kicks off the AFI Film Festival in Los Angeles on Nov. 3 -- but somewhere else. Imagine Entertainment co-chairman Brian Grazer initiated the project, at first titled Hoover, through his deal at Universal.

"I was fascinated by the FBI and how it became what it is," Grazer explains. "On the one hand, Hoover had this level of patriotism, and on the other, he was as diabolical as any man in the world."

But who could put all this into a two-hour script that was fair without shying from the truth?

Dustin Lance Black was eager for the job. It was the fall of 2008 and he saw Hoover's tale as a thematic parallel to Milk, his yet unreleased biopic on slain gay activist Harvey Milk (for which he'd soon win an original screenplay Oscar). After a few meetings with Grazer and Imagine executive Erica Huggins, the trio agreed on Black's approach: Not to indict Hoover, but still to present him warts and all.

Now Black immersed himself in research, reading dozens of books and meeting with as many men as possible who knew Hoover personally. (All the FBI agents dating back to Hoover's era were men; the women who were closest to him -- his mother, Annie, and his secretary, Helen Gandy -- died in 1938 and 1988, respectively.) He was surprised at how polarized the accounts he found were.

"A lot was written when it was just hip to vilify J. Edgar," Black says. "And the books contradicted each other so often. Some would come out and tell you he wore dresses to parties; others would say that's impossible and he was so dedicated to his work he was married to the FBI."

Still, Black was convinced the FBI chief was gay: "Reading his mother's journal entries made it quite clear you were not allowed to be a gay kid in that household."

The movie comes close to making this clear when Tolson aggressively kisses Hoover on the mouth at the end of their fistfight, and Hoover at one point is seen wearing his mother's dress.

Despite this, the FBI was helpful, putting its official historian, John Fox, on the case. "Clearly some people there are very protective of his image and don't even want to consider he was gay or did anything wrong," says Eastwood's producing partner, Robert Lorenz. "Then there is a whole other group of typically younger people who accept everything you've heard."

Black says some of the notes the FBI provided were "fantastic. I took at least half of them and incorporated them in the script -- like the fact that their first lab was actually in the smoking lounge, which I found really funny."

Most useful, Black says, were the numerous in-person interviews he conducted, including several with former FBI agents he found had retired to Simi Valley, Calif. Still, for an entire year he struggled to find his way into the story and didn't write a single word until a breakthrough in October 2009.

"I was thinking about all the things Hoover said about himself," Black explains. "There were so many lies and distortions -- and I realized, this has to be told from the perspective of an unreliable narrator." Hoover himself had to tell the story.

In a frenzy of activity, Black wrote his entire script by that December, working 16-hour days, linking key events such as the Lindbergh kidnapping and the Kennedy assassination as Hoover dictates his memoirs. Then he presented his finished work to Imagine, which in turn took it to Universal.

Through most of the past year, Universal had embraced the project; after all, Black was an Oscar winner and Grazer its most prestigious in-house producer. But something had changed. The studio was reeling from a string of flops with Bruno, Public Enemies and Land of the Lost and had already gone through major personnel shifts, with co-chairmen David Linde and Marc Shmuger departing, and Adam Fogelson and Donna Langley taking their place. It didn't need more drama in the form of J. Edgar Hoover. And so the studio passed.

It was around that time that Grazer approached Eastwood, with whom he'd worked on Changeling.

"I read it and thought it was extremely interesting," says Eastwood. "I grew up, of course, in an era where Hoover was always the top cop, but I'd heard different stories over the years. Anybody who stays on a job as long as he did is bound to have some controversy."

Eastwood pored over each controversial aspect with Black, repeatedly questioning him on sourcing. He also drew on his friendship with then-CIA chief Leon Panetta to arrange a private dinner with FBI director Robert Mueller.

"He wanted to know about the stutter [that Hoover had as a youth]," Black says. "He said, 'Did you make up the stutter?' Things he thought were really good, he wanted to make sure weren't just convenient. I really respected that."

Another matter they discussed was the injections Hoover allegedly received when he was older. "The FBI had a problem with that in the script," Black notes. "Clint wanted to know about it. But it was not uncommon at the time to have a little amphetamine-vitamin boost."

Eastwood asked for two key changes: He wanted the film to be called J. Edgar to avoid any confusion with the president or the vacuum cleaner. And he cut a sequence that would have proved exorbitant.

"That's where the young Hoover is going home on a trolley car, in the middle of the race riots [in 1919]," says Black. "But it was so incredibly expensive."

Throughout, manager Rick Yorn had been keeping close tabs on the script on behalf of DiCaprio. With Eastwood on board, DiCaprio quickly followed.

He immersed himself in the role, even going to Washington, D.C., to see where Hoover had worked and lived. "I went on a little tour of his life -- his childhood home, his bedroom, his workplace," DiCaprio recalls. "I walked through his daily routine, saw his office, met the historian at the FBI -- they have an incredible amount of respect for him and rightfully so. He did a lot of wonderful things for our country, and also some pretty heinous things."

"He's intensely curious," Black says of the actor. "He had a team looking for video of Hoover and found things I'd never seen. He'd pull me aside and say, 'Listen to this speech. Can we get that in there?' "

A case in point: The animal metaphors that DiCaprio discovered Hoover loved. "We put a lot of slithering, slimy, snaky words in those speeches," Black says. (On one occasion, he tells a Congressional committee, speaking of criminals: "We must not for a moment forget that their squirming, their twisting and slimy wriggling, is no less than an assault on every honest citizen.")

Still, even with two superstars on board, financing wasn't readily at hand. Then Warners came in.

"It's a biopic, and there's a limit to how much those can make," says Jeff Robinov, president of the motion picture group for Warner Bros. "But the bet was on Clint and Leo," helped by a major rebate from the Los Angeles shoot.

"With Clint, it's a really unique thing," Grazer observes. "They don't use the two-letter word; they don't say no. What they say is, 'Yeah, let's do it, but let's try to do it at a good price.' "

That price was $35 million.

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On Feb. 7, production on the 128-page script started in downtown Los Angeles and the Warner and Paramount backlots. The small budget and 39-day shoot put enormous pressure on the cast and crew.

Eastwood hired actors he admired, like Naomi Watts as Gandy and Judi Dench as Hoover's mother. Casting director Fiona Weir talked an initially reluctant Hammer into signing on. With his cast in place, Eastwood focused on some of the technical aspects of the film, turning to veterans of his team, like cinematographer Tom Stern, who flew in from his home in the south of France, and production designer James Murakami, who says the shoot was especially challenging.

In one case, when a house is bombed, the whole set had to be transformed within an hour. "It went from an unscathed building into a bombed-out one during the dinner break," says Murakami.

A far bigger challenge for him was creating the vast set that would represent a huge part of the Department of Justice where Hoover had his office, built on Warners' stage 6. While tactics such as photographing the actual terrazzo floor and digitally reproducing it on fiberboard saved money, the realism of Murakami's set created challenges for Stern. Lighting a long hallway proved complicated: lights couldn't be hung from the ceiling as it was visible in many tracking shots.

"In one scene, we start in Hoover's office and he and Clyde take off and they're joined by Naomi Watts and go through the hall and into the crime lab -- and it's all in one shot, 200 feet long," Stern recalls. "It was really tough, but we did the whole thing in two or three takes."

That was typical of Eastwood's style. "With Clint," says DiCaprio, "you prepare, you prepare, you do an incredible amount of research and it's like getting ready for a stage production, because you move at an unbelievably fast pace and it keeps you on your toes. But then you get this instant adrenaline rush."

That was one reason he endured so many hours in the makeup chair. "We discussed the idea of relying on visual effects, to make it easier for the actors," says Lorenz. "But Leo was insistent; he wanted to be sure it was going to look right." Both makeup artist Sian Grigg and Hammer marveled at DiCaprio's intense prep: he spent hours every day walking and talking with fake teeth, a nose stretcher, aging makeup and a skullcap.

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With production concluding March 30, Eastwood embarked on an unusually long editing phase as he brought the picture down from a rough cut of three hours to two hours and 15 minutes. He never backtracked on Hoover's more controversial aspects, which didn't surprise Black, having observed the master at work.

"I'd wondered how Clint would treat [the homosexuality]," he says. "But when we were shooting and I saw the tenderness with which he approached some of those scenes, I felt I was in very safe hands."

Looking back, Eastwood says he had no trouble with that material, and yet he admits he remains divided about Hoover.

"He's a mystery man," he says. "You understand little elements of him, but that's all. And that's what made his story appealing: to bore in and figure out who he was."